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Vistra Corp.

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

VST$131.18-2.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Liquidity and Capital Resources

Our primary sources of liquidity and capital consist of (i) cash and cash equivalents, (ii) net cash provided by operating activities, (iii) available capacity under our credit facilities, and (iv) access to the debt and equity capital markets. Within the bounds of our risk management program and policies, we use a variety of derivative instruments to enhance the stability of future cash flows to maintain sufficient financial resources for working capital, debt service, capital expenditures, debt covenant compliance, and (or) other needs. Our hedging strategy is designed to preserve cash flow certainty while maintaining appropriate risk tolerances across our generation portfolio. We complement our hedging strategy with long‑term contracted revenues, including power purchase agreements, to lower our overall hedging requirements.

Sources and Uses of Cash

Year Ended December 31,
20252024Change
(in millions)
Net cash provided by operating activities$4,070$4,563$(493)
Net cash used in investing activities$(4,396)$(5,276)$880
Net cash used in financing activities$(74)$(1,604)$1,530

Operating Cash Flows

The change in net cash provided by operating activities is primarily due to a $1.611 billion increase in net margin deposits as $769 million in net margin deposits supporting our hedging strategy were posted for the year ended December 31, 2025 as compared to $842 million in net margin deposits returned for the year ended December 31, 2024, partially offset by an increase in cash from nuclear PTC sales of $469 million, realized operating income primarily due to the addition of Energy Harbor, and higher realized energy and capacity prices.

Investing Cash Flows

The change in net cash used in investing activities is primarily due (i) to the purchase of Energy Harbor for $3.1 billion in March 2024 and (ii) $325 million of insurance proceeds received in 2025 for recovery of damaged property, plant, and equipment associated with the Moss Landing and Martin Lake Incidents, partially offset by (i) the Lotus Acquisition for $1.1 billion in October 2025, (ii) $674 million in higher capital expenditures associated with the Martin Lake Incident and development projects, and (iii) $461 million in higher net purchases of environmental allowances in 2025.

Financing Cash Flows

Our significant financing activities during the years ended December 31, 2025 and 2024 are as follows:

In 2025, we paid (i) $1.744 billion to redeem senior secured and unsecured notes, (ii) $1.028 billion to repurchase common stock, (iii) $803 million to repay debt assumed in the Lotus Acquisition, (iv) $703 million installment payment to Nuveen to purchase the noncontrolling interest in Vistra Vision, and (v) $498 million in dividends to common and preferred shareholders. In 2025, we (i) issued $2.0 billion in senior secured notes, (ii) borrowed $1.8 billion under the Vistra Operations Credit Facilities and the Commodity-Linked Facility, (iii) borrowed $506 million of project-level debt under the BCOP Credit Facility, and (iv) borrowed $475 million under the accounts receivable financing facilities.

In 2024, we paid (i) $2.247 billion to redeem senior secured notes, (ii) $1.748 billion to purchase the noncontrolling interests in Vistra Vision from Avenue and Nuveen and $180 million in dividends to them, (iii) $1.266 billion to repurchase common stock, and (iv) $478 million in dividends to common and preferred shareholders. In 2024, we (i) issued $2.750 billion in senior secured notes, (ii) borrowed $1.067 billion of project-level debt under the Vistra Zero and BCOP Credit Facility, and (iii) borrowed $750 million under the accounts receivable financing facilities.

Liquidity

The following table summarizes changes in available liquidity for the year ended December 31, 2025:

December 31, 2025December 31, 2024Change
(in millions)
Cash and cash equivalents (a)$785$1,188$(403)
Vistra Operations Credit Facilities — Revolving Credit Facility (b)1,9962,162(166)
Vistra Operations — Commodity-Linked Facility (c)2771(769)
Total available liquidity (d)(e)$2,783$4,121$(1,338)

(a)See the consolidated statements of cash flows in the Financial Statements and Cash Flows above for details of the decrease in cash and cash equivalents for the year ended December 31, 2025.

(b)The decrease in availability for the year ended December 31, 2025 was driven by a $380 million increase in cash borrowings, partially offset by a $214 million decrease in letters of credit outstanding under the facility.

(c)As of December 31, 2025 and 2024, the borrowing bases were less than the facility limit of $1.75 billion. As of December 31, 2025, available capacity reflects the borrowing base of $1.422 billion and $1.420 billion in cash borrowings. As of December 31, 2024, available capacity reflects the borrowing base of $771 million and no cash borrowings.

(d)Excludes amounts available to be borrowed under the Receivables Facility and the Repurchase Facility, respectively. See Note 11 to the Financial Statements for additional information.

(e)Excludes any additional letters of credit that may be issued under the Secured LOC Facilities or the Alternative LOC Facilities. See Note 11 to the Financial Statements for additional information.

We believe that we will have access to sufficient liquidity to fund our anticipated cash requirements through at least the next 12 months, including the consummation of the Cogentrix Transaction, the maturity of 2026 debt obligations, including the 5.050% Senior Secured Notes due December 2026, and the upcoming payments associated with the acquisition of Nuveen's noncontrolling interest in Vistra Vision discussed in Note 11 to the Financial Statements.

In January 2026, Vistra further increased its available liquidity through the issuance by Vistra Operations of $2.25 billion aggregate principal amount of senior secured notes, consisting of $1.0 billion aggregate principal amount of 4.700% senior secured notes due 2031 and $1.25 billion aggregate principal amount of 5.350% senior secured notes due 2036. Net proceeds will be used to (i) fund a portion of the consideration for the Cogentrix Transaction (see Note 2 to the Financial Statements for additional Information), (ii) for general corporate purposes, including to repay existing indebtedness, and (iii) to pay fees and expenses related to the offering.

Our operational cash flows tend to be seasonal and weighted toward the second half of the year.

Interest Payments

Interest payments on long-term debt, after taking into account interest rate swaps, are expected to total approximately $930 million in 2026, $1.560 billion in 2027-2028, $1.230 billion in 2029-2030 and $995 million thereafter. See Note 11 to the Financial Statements for additional information.

Commodity Purchase and Services Agreements

Our obligations under commodity purchase and services agreements, including capacity payments, nuclear fuel and natural gas take-or-pay contracts, coal contracts, business services and nuclear-related outsourcing and other purchase commitments, are expected to total approximately $3.630 billion in 2026, $2.990 billion in 2027-2028, $1.730 billion in 2029-2030 and $1.420 billion thereafter. See Notes 12 and 18 to the Financial Statements for additional information.

Capital Expenditures

Estimated 2026 capital expenditures and nuclear fuel purchases as of December 31, 2025 total approximately $2.587 billion and include:

$1.087 billion for investments in generation and mining facilities inclusive of LTSA prepayments;

$300 million for solar and energy storage development;

$475 million for nuclear fuel purchases

$900 million for other growth expenditures, and

$(175) million of nonrecurring items, including insurance proceeds expected to be received for property damage partially offset by capital expenditures for investment technology, corporate, insurance proceeds, and other.

Liquidity Effects of Commodity Hedging and Trading Activities

We have entered into commodity hedging and trading transactions that require us to post collateral if the forward price of the underlying commodity moves such that the hedging or trading instrument we hold has declined in value. We use cash, letters of credit, Eligible Assets (see Note 10 to the Financial Statements for additional information) and other forms of credit support to satisfy such collateral posting obligations. See Note 11 to the Financial Statements for additional information.

Exchange cleared transactions typically require initial margin (i.e., the upfront cash and/or letter of credit posted to take into account the size and maturity of the positions and credit quality) in addition to variation margin (i.e., the daily cash margin posted to take into account changes in the value of the underlying commodity). The amount of initial margin required is generally defined by exchange rules. Clearing agents, however, typically have the right to request additional initial margin based on various factors, including market depth, volatility and credit quality, which may be in the form of cash, letters of credit, a guaranty or other forms as negotiated with the clearing agent. Cash collateral received from counterparties is either used for working capital and other business purposes, including reducing borrowings under credit facilities, or is required to be deposited in a separate account and restricted from being used for working capital and other corporate purposes. With respect to over-the-counter transactions, counterparties generally have the right to substitute letters of credit for such cash collateral. In such event, the cash collateral previously posted would be returned to such counterparties, which would reduce liquidity in the event the cash was not restricted.

As of December 31, 2025, we received or posted cash, letters of credit and Eligible Assets for commodity hedging and trading activities as follows:

$1.577 billion in cash and Eligible Assets has been posted with counterparties as compared to $841 million posted as of December 31, 2024;

$7 million in cash has been received from counterparties as compared to $49 million received as of December 31, 2024;

$2.489 billion in letters of credit has been posted with counterparties as compared to $2.560 billion posted as of December 31, 2024; and

$162 million in letters of credit has been received from counterparties as compared to $131 million received as of December 31, 2024.

See Note 18 to the Financial Statements for information related to collateral posted in accordance with the PUCT and ISO/RTO rules.

Income Tax Payments

In the next 12 months, we expect to make approximately $21 million in federal income tax payments, $66 million in state income tax payments and no material TRA payments, offset by $3 million in federal income tax refunds and $19 million in state tax refunds.

For the year ended December 31, 2025, there were $11 million federal income tax payments, $86 million in state income tax payments, and $1 million in TRA payments.

Financial Covenants and Cross-Default Provisions

The Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, and Secured LOC Facilities each include a financial covenant. The Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, Secured LOC Facilities, and certain of our other financing arrangements include cross-default provisions that could result in an event of default if there were a failure under financing arrangements to meet payment terms or to observe covenants that could result in an acceleration of payments due. See Note 11 to the Financial Statements for additional information.

Guarantees

Commitments and Contingencies

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